First, the Chancery Court (Chancellor Strine) held that the
bylaws were statutorily valid under the Delaware General Corporation Law (“DGCL”). Second, the Chancery Court held that
the bylaws were contractually valid even though they were adopted unilaterally
by the boards of FedEx and Chevron rather than the shareholders of those
corporations. The court reasoned
(citations and footnotes omitted):

Our corporate law has long rejected the so-called “vested
rights” doctrine. That vested rights view, which the plaintiffs have adopted as
their own, “asserts that boards cannot modify bylaws in a manner that arguably
diminishes or divests pre-existing shareholder rights absent stockholder
consent.” As then-Vice Chancellor, now Justice, Jacobs explained in the Kidsco case,
under Delaware law, where a corporation’s articles or bylaws “put all on notice
that the by-laws may be amended at any time, no vested rights can arise that
would contractually prohibit an amendment.”

In an unbroken line of decisions dating back several
generations, our Supreme Court has made clear that the bylaws constitute a
binding part of the contract between a Delaware corporation and its
stockholders. Stockholders are on
notice that, as to those subjects that are subject of regulation by bylaw under
8 Del. C. § 109(b), the board itself may act unilaterally to adopt bylaws
addressing those subjects. Such a
change by the board is not extra-contractual simply because the board acts
unilaterally; rather it is the kind of change that the overarching statutory
and contractual regime the stockholders buy into explicitly allows the board to
make on its own. In other words,
the Chevron and FedEx stockholders have assented to a contractual framework
established by the DGCL and the certificates of incorporation that explicitly
recognizes that stockholders will be bound by bylaws adopted unilaterally by
their boards. Under that clear contractual framework, the stockholders assent to not having to assent
to board-adopted bylaws. The plaintiffs’ argument that stockholders must
approve a forum selection bylaw for it to be contractually binding is an
interpretation that contradicts the plain terms of the contractual framework
chosen by stockholders who buy stock in Chevron and FedEx. Therefore, when
stockholders have authorized a board to unilaterally adopt bylaws, it follows
that the bylaws are not contractually invalid simply because the board-adopted
bylaw lacks the contemporaneous assent of the stockholders.

The court went on to hold that the forum selection clauses
would be evaluated just as any other forum selection clauses under the standard enunciated by
SCOTUS:

In Bremen, the [U.S. Supreme] Court held that forum
selection clauses are valid provided that they are “unaffected by fraud, undue
influence, or overweening bargaining power,” and that the provisions “should be
enforced unless enforcement is shown by the resisting party to be
“unreasonable.” In Ingres, our
Supreme Court explicitly adopted this ruling, and held not only that forum
selection clauses are presumptively enforceable, but also that such clauses are
subject to as-applied review under Bremen in real-world situations to ensure
that they are not used “unreasonabl[y] and unjust[ly].” The forum selection bylaws will
therefore be construed like any other contractual forum selection clause and are
considered presumptively, but not necessarily, situationally enforceable.